Certain Restrictions: Licensor, inBusiness Services, Inc (DBA 360 View), hereby grants Licensee a limited, non-exclusive, non-transferable license to use the Software, in object code form, for Licensee’s internal use only.
The Software (including any images, icons, graphics, animations, video, audio, music, and text incorporated into the Software) is protected by copyright laws. Licensee may not make a copy of the software or the printed materials accompanying the Software, nor print copies of any user documentation for purposes other than for backup and disaster recovery. The Software is licensed, not sold. All rights not expressly granted are hereby reserved by Licensor. Except as otherwise expressly set forth in this Agreement, Licensee shall not (i) adapt, alter, create derivative works based on, modify, or translate the Software, in whole or in part; (ii) sell, assign, distribute, lease, market, rent, sublicense, transfer, make available, or otherwise grant rights to the Software in whole or in part to any third party in any form; (iii) electronically transfer the Software in whole or in part from its computer server, or any other computer or device, to any third party, or enable any timesharing or service bureau use of the Software to any third party; (iv) obscure, remove or alter any of the trademarks, trade names, logos, patent or copyright notices or markings to the Software; (v) add any other notices or markings to the Software or any portion thereof; or (vi) reverse engineer, decompile or disassemble any component of the Software or otherwise obtain or attempt to obtain the source code for the Software. This Agreement does not grant Licensee any rights in connection with any trademarks, service marks or logos of Licensor. Licensee agrees that in the event of actual or threatened breach of this Agreement by Licensee, Licensor will have no adequate remedy at law and will be entitled to seek immediate and injunctive and other equitable relief, without bond and without the necessity of showing actual money damages.
Certain Limitations: The parties acknowledge and agree that Licensor has no control over Licensee’s use of the Software. Licensor does not and cannot warrant the performance or results that may be obtained by its use. Licensor does not represent, warrant, or guarantee the accuracy and timeliness of the data contained in the Software. Information in the Software constantly changes and is only as of a particular date. Licensor does not warrant that the operation of the Software will be uninterrupted or error free. Licensor is not responsible for problems caused by accident, abuse, mishandling, alteration, or improper use.
Software License Services: Licensor shall have the exclusive right to service, install, and support the Software covered in this Agreement (“Software License Services”). Licensor agrees to provide Licensee with any future updates to the Software for the maintenance fees set forth in Exhibit A of the master Software Agreement. Any supplemental software code provided to Licensee as part of the Software License Services is considered part of the Software and subject to the terms and conditions of this Agreement. Licensee acknowledges and agrees that Licensor may use technical information Licensee provides to Licensor as part of the Software License Services for its business purposes, including for product support and development. Licensor will not utilize such technical information in a form that personally identifies Licensee.
Non-Disclosure: Licensor will not disclose, share, or distribute any confidential information that it obtains while performing Support Service on behalf of Licensee. Licensor will have the ability, from time to time, to access such information solely for the purpose of supporting Licensee. Licensor further agrees not to use any nonpublic information of Licensee’s customers in any manner prohibited by Title V of the Gramm-Leach-Bliley Act and to implement and maintain appropriate measures to safeguard customer information.
Termination: Without prejudice to any other rights, Licensor or its suppliers may terminate this Agreement immediately if Licensee fails to comply with the terms and conditions of this Agreement.
Indemnification: Licensor shall, at its expense, defend or settle any claim, action or allegation brought against Licensee that the Software infringes any United States published patent or copyright of any third party and shall pay any final judgments awarded or settlements entered into; provided that, Licensee gives prompt written notice to Licensor of any such claim, action or allegation of infringement and gives Licensor sole control over the defense of such claim, action or allegation. The foregoing states the entire liability of Licensor with respect to infringement of any intellectual property or other proprietary right. The foregoing obligations shall not apply to the extent the infringement arises as a result of (i) modifications to the Software made by any party other than Licensor or Licensor’s authorized representative, (ii) use of other than the latest release of the Software, (iii) the combination or use of the Software with materials not furnished by Licensor, or (iv) alteration of the Software due to accident, abuse, misapplication, abnormal use or a virus. Licensee shall indemnify and hold Licensor harmless from and against any claim, action or allegation related to Licensee’s use of the Software in violation of this Agreement.
Limitation of Liability: IN NO EVENT WILL Licensor BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, LOSS OF CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, LOSS OF PRIVACY, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER), ARISING OUT OR IN ANY WAY RELATED TO THE FURNISHING, PERFORMANCE OR USE OF THE SOFTWARE OR ANY SUPPORT SERVICES PERFORMED HEREUNDER, EVEN IF Licensor HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Licensor’s LIABILITY UNDER THIS AGREEMENT FOR DAMAGES OF ANY KIND WILL NOT, IN ANY EVENT, EXCEED THE SUM of TOTAL LICENSE FEES PAID BY LICENSEE DURING THE MOST RECENT TWELVE MONTH PERIOD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
No employee, agent, representative or affiliate of Licensor has authority to bind Licensor to any oral representations or warranty concerning the Software. Any advertising or presentations, whether oral or written, do not constitute representations or warranties by Licensor and should not be relied upon. Any written representation or warranty not expressly contained in this Agreement will not be enforceable. The disclaimers and limitations on liability set forth above are fundamental elements of the basis of the agreement, and Licensor would not be able to provide the Software on an economic basis without such limitations.
Miscellaneous: Licensee acknowledges that, in providing Licensee with the Software, Licensor has relied upon Licensee’s agreement to be bound by the terms of this Agreement. Licensee further acknowledges that it has read, understood, and agreed to be bound by the terms of this Agreement. This Agreement may be modified only in writing. If any provision of this Agreement is invalid or unenforceable under applicable law, it is to that extent, deemed omitted and the remaining provisions will continue in full force and effect. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Tennessee, without giving effect to the principles of conflict of laws. Any action under this Agreement or any provision hereof, shall be litigated in the state or federal courts of the State of Tennessee. Licensee and Licensor submit to personal and subject matter jurisdiction to the state and federal courts located in Davidson County, Tennessee, and agree not to contest venue. This Agreement and the Exhibits to this Agreement are the entire agreement between Licensee and Licensor with respect to the Software and the Support Services and supersede all previous communications, representations, understandings and agreements, either oral or written, with respect to the Software or other subject matter covered by this Agreement.
To contact Licensor, you may email email@example.com or by regular mail at 1113 Murfreesboro Road, Suite 106 PMB 327, Franklin, TN 37064, ATTN 360 View Mobile App.